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EXHIBIT 4.11
DOMAIN NAME LICENSING AGREEMENT
This Agreement (this "AGREEMENT") is entered into on March 30, 2005 by and
among:
Party A: Beijing Fuhua Innovation Technology Development Co., Ltd.
Registered Address: Xxxx 000, Ping An Mansion, Xx.00 Xxxxxxxxx Xxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxxx, Xxxxx
Legal Representative: Xxxx Xx
Party B: China Finance Online (Beijing) Co., Ltd.
Registered Address: Xxxx 000X, Ping An Mansion, Xx.00 Xxxxxxxxx Xxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxxx, Xxxxx
Legal Representative: Ning Jun
Party C: China Finance Online Co., Limited
Registered Address: 8/F, Unit C East Wing Sincere Insurance Xxxxxxxx 0-0, Xxxxxxxx
Xxxx, Xxxx Xxxx SAR
Authorized Representative: Ning Jun
WHEREAS:
1. Party A and Party B entered into that certain Strategic Consulting Service
Agreement (the "STRATEGIC CONSULTING SERVICE AGREEMENT") on May 27, 2004, which
provides that Party B shall provide strategic consulting services on an
exclusive basis to Party A with respect to the website and the relevant Internet
business operated by Party A;
2. The domain name (xxx.xxx.xxx) used by Party A on its website is registered
under the name of Party C who has full proprietary rights to such domain name;
3. Party B is the wholly owned subsidiary of Party C established in the People's
Republic of China and Party C authorizes Party B to administer the
above-mentioned domain name (xxx.xxx.xxx);
4. To facilitate Party A to better operate its website, Party A, Party B and
Party C (collectively, the "THREE PARTIES") agree that Party C licenses the
domain name mentioned above to Party A pursuant to the terms and conditions set
forth herein.
NOW THEREFORE, following friendly consultations, Party A and Party B agree as
follows:
1. DEFINITION
1.1 "Domain Name" means xxx.xxx.xxx, which has been registered by Party C.
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1.2 "Authorized Territory" means worldwide.
2. GRANT OF LICENSE AND LICENSE FEE
2.1 License. Party C hereby grants Party A a non-exclusive license to use the
Domain Name for the purpose of operating Party A's website within the Authorized
Territory. Party C shall not transfer, lease or pledge the Domain Name to any
other party. Without written consent of Party C, Party A shall not sublicense
the Domain Name. Notwithstanding the foregoing provisions, Party C reserves the
right to use the Domain Name within the Authorized Territory.
2.2 License Fee. In consideration that Party A shall pay service fees to Party B
in accordance with the aforesaid Strategic Consulting Service Agreement, Party C
agrees to license Party A to use the Domain Name free of charge. However, Party
A shall reimburse Party C for the annual registration fee and agent fee for the
Domain Name.
3. TERM OF LICENSE
3.1 The term of the License to Party A to use the Domain Name shall terminate on
the date when the Strategic Consulting Service Agreement terminates.
4. REPRESENTATIONS AND WARRANTIES BY PARTY C AND PARTY B
4.1 Party C and Party B have all necessary right, power and authority to sign
this Agreement and perform all the obligations and responsibilities hereunder.
4.2 To execute this Agreement, Party C's board of directors has obtained consent
from the audit committee or other independent bodies as required by
Xxxxxxxx-Xxxxx Act and NASDAQ rules.
4.3 Party C warrants that it has the ownership of the Domain Name and there are
no disputes with any third party over the proprietary rights to the Domain Name.
4.4 The execution and performance of this Agreement by Party C or Party B will
not constitute or result in a violation of any material agreement to which Party
C or Party B is a party or by which Party C or Party B or its assets are bound.
5. REPRESENTATIONS AND WARRANTIES BY PARTY A
5.1 Party A has all necessary right, power and authority to sign this Agreement
and perform all the obligations and responsibilities hereunder.
5.2 The execution and performance of this Agreement by Party A will not
constitute or result in a violation of any material agreement to which Party A
is a party or by which Party A or its assets are bound.
6. PROTECTION AND ADMINISTRATION OF DOMAIN NAME
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6.1 Party A shall guarantee that its use of the Domain Name during the term of
this Agreement will comply with all applicable laws or regulations of the
People's Republic of China (the "PRC") in connection with the administration of
domain names and take measures to maintain the legitimacy and effectiveness of
the Domain Name (including but not limited to payment of the annual registration
fee for the Domain Name).
6.2 Party A shall make its best effort to protect the reputation of the Domain
Name when using the Domain Name and shall assume all legal responsibilities and
liabilities arising from the its operation of the website.
6.3 Party A shall immediately notify Party B in writing of any infringement of
rights to the Domain Name and assist Party B to take any appropriate legal
action against such infringement.
6.4 During the term of the license of the Domain Name, Party A shall not make
any claim in any manner to the Domain Name or challenge the Party C's title to
the Domain Name.
6.5 Party A shall complete registration of operational websites with the
competent administration for industry and commerce within one month upon the
date hereof.
6.6 Party B shall be responsible for taking measures to monitor and supervise
the use of the Domain Name and the operation of the website thereunder by Party
A, including requesting Party A to rectify any illegal or irregular use or
operation thereof within a timeframe upon finding such illegal or irregular use
or operation.
7. CONFIDENTIALITY
7.1 The Parties shall maintain the confidentiality of the content of the
Agreement, and no Party shall disclose or publish to anyone else such
information without prior consent from other Parties, except (i) data or
information that shall be disclosed pursuant to applicable laws or stock
exchange regulations, (ii) data or information that is generally known to the
public, provided that it is not released by the receiving Party, (iii) data or
information disclosed to any Party's shareholders, legal counsel, accountants,
financial counsel or other professional consultants; or (iv) data or information
disclosed to potential purchasers or other investors of equity interests or
assets or to bond or stock finance providers of any Party or any Party's
shareholders who shall make an appropriate undertaking to maintain the
confidentiality of the information.
8. GOVERNING LAW AND DEFAULT LIABILITY
8.1 The execution, validity, interpretation, performance and settlement of
disputes of this Agreement shall be governed by the laws of the PRC.
8.2 Any violation of any covenant herein, or failure to fully perform this
Agreement, or making false representations or warranties, or misrepresentation
or omission of material facts, or non-performance of warranties by any Party
hereto shall constitute breach of this Agreement. The breaching Party shall bear
the liabilities arising therefrom pursuant to legal provisions.
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9. AMENDMENT
9.1 All Parties shall perform this Agreement upon the execution hereof. No
amendment to this Agreement shall be effective unless such amendment has been
agreed to by the three Parties and the each Party has obtained necessary
authorization and approval with respect to such amendment (including the consent
from the audit committee or other independent bodies under Party C's board of
directors) established pursuant to the Xxxxxxxx-Xxxxx Act and the NASDAQ Rules.
10. DISPUTE RESOLUTION
10.1 The Parties shall try to settle any dispute arising from the performance of
this Agreement through amicable negotiation. In the event that no settlement can
be reached through negotiation, any Party may submit such matter to arbitration.
10.2 Disputes shall be submitted to the Beijing office of the China
International Economic and Trade Arbitration Commission ("CIETAC"). The current
rules of CIETAC shall be followed in such arbitration.
10.3 Arbitration awards shall be final and binding upon the Parties. Arbitration
expenses (including without limitation arbitration fees and attorney's fees)
shall borne and reimbursed by the losing party unless otherwise provided by
arbitration awards.
11. EXECUTION AND EFFECTIVENESS
11.1 The Agreement shall come into effect upon the execution by the authorized
representative of each Party. The Agreement shall be executed in three
counterparts and all counterpart shall have equal force and effect.
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IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be duly
executed by a duly authorized representative on behalf of the Party as of the
date first set forth above.
Party A: Beijing Fuhua Innovation Technology Development Co., Ltd.
Authorized Representative: /s/ Xxxx Xx
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/s/ [COMPANY SEAL]
Party B: China Finance Online (Beijing) Co., Ltd.
Authorized Representative: /s/ Jun Ning
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/s/ [COMPANY SEAL]
Party C: China Finance Online Co., Limited
Authorized Representative: /s/ Jun Ning
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/s/ [COMPANY SEAL]
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